Unit 616
by Cy8erman
Summary: As the Cybermen prepare to move into our dimension, an unforeseen side effect of the Sphere's manifestation causes a lone patrol to emerge in an alternate reality. R&R please!Guess whose just showed up......
1. Chapter 1

**"Destination New York City: achieved."****  
****"Waiting for orders from CyberLeader1."**

Twenty humanoid figures had materialised in the space between two buildings. They remained motionless while they patiently waited for someone to give them orders.  
A figure turned to the others. Its body was made of a dull metal. On its right arm was a small protrusion, a laser weapon, and the centre of its chest was emblazoned with a large 'C'.   
Its face consisted of two black, circular holes over a small rectangular slit, which was lit by a blue light when projecting words, representing a mouth. Coming from the sides of the face, two 'handlebars' met above its cranium.

**"CyberLeader1 is unresponsive."** Another of the figures replied, **"This was not part of our design."****  
****"Scanning for additional units."**

One of the units raised a fist to its chest while scanning the world for the rest of the army. There should be five million units, all mapped out at specific locations over the globe. Yet, there was nothing.

**"Scans indicate no Cyber presence on this world. CyberLeader1 is absent."**

The first unit moved closer to the others.  
**"Examining stored data of transferral... ... ... ...**

**"Ghost Shift was operating at peak efficiency ... ... ... Transferral at maximum ... alert! Anomalous activity within sphere chamber! Unknown vessel manifesting. Dimensional rift fluctuating."**

The figures all turned and, in perfect unison, marched deeper into the shadows. Their combined footsteps produced a loud metallic stomp which echoed throughout the alleyway.

**"Conclusion is obvious. Manifestation of sphere into reality caused an unforeseen repercussion. We have been propelled into an as yet unidentified dimension."****  
****"Nevertheless, we must perform our duty here. We will bring the Ultimate Upgrade to this world."****  
****"We have insufficient numbers to begin the Ultimate Upgrade. Retaliation is probable."**

The Cyberman that had stepped forward earlier inclined its head slightly.

**"We have no authority to follow."**

As one the other Cybermen turned to the figure and said, in their tinny, mechanical voices, **"You are designated CyberLeader."**

The selected unit marched forward and was met by another who clanged its fist against the emblem of its fellow's chest.

**"Commencing download of shared files."**

Two other units stood beside him and removed his handlebar attachments.

**"Upgrading antennae."**

The obsolete attachments were cast to the ground and a new pair, coloured jet black, was attached.  
One by one, the Cybermen moved away from the upgraded unit. CyberLeader2 turned to face its new troops.

_"**This world is unknown. Nevertheless, our purpose remains. The inhabitants of this world must be upgraded and the rogue elements removed from the system.**_**_  
_**_**"We require a base of operations. Accessing global internet."**_

The steel fist once again clanged onto the chest.

_"**Searching for suitable location... ... institute located. **_

_**We will establish ourselves before we upgrade humanity. All units move to structure... building designation: the Baxter Building."**_

**_  
_**

Spider-Man shot a thin web at the side of an apartment building and swung himself over its roof. Flipping through the air, his enhanced senses picked up the sound of a man calling for help.

Twisting his body, he pointed his head to the ground and descended like a human bullet. At the last second, a web line shot at another building pulled him away from the ground, and he used the momentum to land a massive kick on the side of a hastily driven vehicle.

The car tipped, swerved and crashed into a lamp post. A large, Caucasian man exited and pointed a gun towards the hero.

Fluidly, Spider-Man catapulted off the cars side, over the head of the criminal (removing his weapon with a yank of web in the process), and landed on his hands. A mule kick to the chest plunged the man into the side of his car. Spider-Man covered him in webs before swinging away.

_Another day, another dollar_, he thought as he landed on a thin metallic flagpole. _Well... another day, another carjacking scumbag covered in a thick viscous web-like substance. Gee Pete, that's normal._

Something began vibrating in a small pouch on his belt. It was a communicator that had recently been given to him by Iron Man. It allowed him to keep in touch with all the other 'heroes' patrolling New York City, and up to date on any major crisis. Its signal now obviously meant something was up.

"Talk to me Tony."

Tony Stark, a genius multi-millionaire corporate giant, responded immediately. The buzzing, tinny tone to his voice indicated he was suited up.

"Peter, something's just come up. Our friend Dr Doom has decided to launch a newly created techno-warhead at the US if it doesn't immediately pull its forces from Latverian borders. The Avengers and the Fantastic Four are heading there to see what we can do. You in?"

Spider-Man thought for a moment.

"Sure, why not? I feel like being irradiated or techno-ised or whatever this thing does to you. One question...how'm I going to...get...that is the biggest flying space thing I have ever seen..."

Behind him a large blue and white jet began to hover. It was rumbling gently but aside from that was silent. On its wings were emblazoned large white '4's surrounded by a white circle.

A long, gloved stretched out from the cockpit and beckoned "Feel free to take your time, Spider-Man. Its only the fate of our home we're talking about here."

As the heroes jetted of to Europe, a group of metal figures were stamping through the New York sewer system. Ranked in two lines of nine, with CyberLeader2 at the head and a unit bringing up the rear, they made their way to the Baxter Building.

Mike Kapowski was a regular guy. He liked watching football on the weekends, drinking beer with his buds, and spending tie with his family. He also liked his job. He was a security guard stationed at the Baxter Building. Not only did he get to see celebrities on a daily basis, he never had to actually work! What could he do, a mere man with a nightstick, which The Thing couldn't do with his bare hands? Or Mr Fantastic couldn't wrap around; or the Torch couldn't burn; or Sue Storm (_man was she hot!)_ couldn't blast with her invisible telekinetic things? Nothing.  
Yep, he had it easy. Him and the other guards watched the monitors, ate doughnuts and got paid a bucketful by the state.  
Tonight, Jesse, a woman who was on guard with him, had brought in a pirated copy of _The Manic Mutant III _which they all planned on watching.  
They drew straws to see which of them would have to stay on monitor duty, and, as luck would have it, Mike was drew the short straw. He watched as the other guards placed their Bluetooth attachments over their right ear and laughed while they walked off.

"There's any trouble Mike, give us a call."

Mike slouched over his desk. He could see the others staring intently at the screen, jumping now and then whenever the deranged mutant killed someone. He moved closer to the screen. _I can...just... make it out. _He fixed on the screen, putting on headphones and turning up the volume to max allowed him to just hear what was going on too.  
He was so focussed on the murderous mutie that he failed to notice a small flashing light and an incessant beeping to his left which warned of an intruder.

Jesse squealed as Repulsar (the bad guy) squeezed the life out of a blonde, teenage girl. Behind him, another blonde, teenage girl began hitting him with a plank of wood. He roared in pain and dropped the girl he held to give chase.  
Beside her, the eight other guards either jeered or shrank away from the film. It was not exactly wholesome viewing material. Repulsar zapped, or ate, or otherwise maimed his victims. One of them had been beheaded and his body was eaten by rabid ants while his head (which was still alive due to Repulsar's mutation, a directorial _deus ex machina_) watched. She felt her stomach rise as the mutant shot the legs from his prey.

"Umm, guys. I'm gonna go check on Mike."

She stood and turned. As she opened the door she screamed. A figure stood in front of her. It was tall and bulky, and the bright light behind it hid its face from her.  
The others scrambled up, grabbing their nightsticks and running to her side. The figure slowly reached to its left, its right hand moving towards Jesse.  
In an instant it grabbed Jesse, and the other light pressed the switch. Mike shook Jesse and laughed. "Did I scare you Jess?" Jesse, enraged, pulled away and punched him lightly in the stomach. "Idiot."  
Another guard, older and fatter, jabbed his stick at Mike's chest. He had a thick Brooklyn accent when he reprimanded his associate.

"Hey Mike! Ain't you'se s'posta be watchin' tha cams?"

Mike frowned, "I was Dick. But there was an intruder alert. That's why I came to get you. We have to go to Richards' lab. They're still here."  
He turned and marched towards the elevator while the others scratched their heads. Jesse noticed something over his left ear. A_nother Bluetooth_?

"Mike, what's with the other earpiece? Is there another guard squad on the end? I'm hurt Mike." Mike didn't turn. "We don't have time for humour. They'll be gone soon."  
The ten guards crowded into the elevator and waited while it reached the top floor.  
As the doors opened, the guards walked out into the corridor. At the end of the hallway was the wooden door which led to the lab. Faint sounds of machines at work could be heard. Hums, whirrs and buzzes indicated something was either being taken apart or made.  
Mike moved to the front of the line. "Listen up, here's what we do. I'll kick the door through and we move **– **together – into the room. Understood?" The guards nodded and filed behind him.  
"Okay. One – two – THREE!"

His foot sent the door flying open and the security force rushed into the room. Nightsticks raised, faces grim and ready to defend themselves as they stared at...nothing.

"Hey Mike, I thought you'se sed they wuz in here?"

The guard lowered his stick and turned around slowly. His face was blank, emotionless; and embedded in his ears, his Bluetooth devices began blinking.

"They are."

The sound of whirs and groans suddenly resumed. Figures emerged from the shadows beside the door as strong metal hands grabbed each of the guards, preventing them from turning or fighting back. They were forced forward towards a metal chamber that opened to greet them.

Dick was thrown into the chamber and immediately began running out. Like a pair of snakes, poised to attack, wires rushed out from behind him and pulled him back. From above, a device lowered itself above him as a pair of blades sliced off his limbs. Dick screamed. He screamed in anger, fear and pain. A laser removed the lower half of his torso as needles injected something into his head. Swiftly the neck was severed, and his body dropped to the floor. Some kind of robot body appeared from the sides of the chamber and hooks raised themselves around his head before forcing their way through skin, hair and bone and gently grasping the fleshy grey brain within. Another injection caused the face, hair and skull to melt away, revealing the soft fleshy mass suspended by the metal torso.

The surgical platform ascended into the roof of the chamber, and in its place a metal head dropped down, encasing the brain in an impenetrable endoskeletal structure. Immediately, the remains were consumed by a blast of white hot flame. Dick stamped out of the chamber and stood to the side.

**"Next."******

It had been done. It had been done efficiently and cleanly. The unnecessary flesh was incinerated and the nine new units had immediately begun constructing additional chambers. CyberLeader2 turned to Mike and said in its tinny voice, _**"We require additional units. You will contact your forces of law enforcement and request aid."**_

Mike turned and raised his phone to his head. He spoke urgently and quickly before hanging up and heading downstairs.

A Cyberman approached its leader. **"Leader, our reconnaissance into this world's information systems has revealed possible mechanised units which may be compatible."**

Instantly the new data was uploaded onto the wireless network which flowed between each of the Cybermen. CyberLeader2 accessed the files and broadcast satisfaction. "**This information is valuable. We will use these units to facilitate a national upgrade.  
**"**Block any communication emanating from this city. We must remain undetected for as long as possible until we have a large enough force to achieve our goal."**

General Nick Fury, agent of S.H.I.E.L.D, placed his feet on his desk and a cigar in his mouth. He raised a match to it and lit the end, drawing in a blast of soothing tobacco. In his private thoughts, he was finally allowed a moment of rest without the weight of everything else on hi-  
"GENERAL FURY! GENERAL FURY!"  
The door flew open and a corporal dashed into his office.  
"What the hell d'you want, corporal?"

The corporal ignored him and ran behind his desk, shoving his legs out of the way and pushing his chair back. He began typing into the computer. "Son, you'd better have a damned good reason to...Oh my God."

The small LCD monitor displayed fifty gigantic robots, flying through the air at breakneck speed. Each of them was built to identical specifications, and the purple pink design was unmistakable.  
Fury's gaping mouth caused the cigar to drop on the floor.

"Those are Sentinels! What are they doing? Who restarted the program?"

The corporal shrugged and began typing again. "No one did sir. And if you think that's bad, look at this."  
A video appeared on the screen showing what appeared to be a Sentinel manufacturing plant. Mechanical arms and welding devices stuck pieces of metal together, and activated circuit boards.

Fury wasn't impressed.

"What the hell is going on! Contact the facility and order all of the personnel there to-"  
The corporal stared wide eyed at his officer. "But sir, there is no personnel. No ones at the controls. No ones in the control booth. There is only one man here, a journalist who heard the noises and investigated. This is his film."

Fury leaned closer to the screen.

"Sir, the factories are operating at 150, producing Sentinels at the rate of one per 90 minutes: and they're doing it automatically."

Fury stared at the screen again. The arms began moving at an increased speed. Joints were connected, limbs attached and Sentinels powered up at a phenomenal rate. At the end of an assembly line, a Sentinel's eyes burst into illumination as the massive robot stood up and activated its thrusters. The roof opened up and allowed him exit. As he watched, the screen flickered slightly. Suddenly static covered the screen and white noise filled the room.

"Jesus H! Find out what's causing that and stop it!"


	2. Chapter 2

CyberLeader2 looked out of the window atop the Baxter Building, its ocular sensors picked up the arrival of the Sentinels, and their landing in the city.  
The tower's interior had undergone a major renovation. All of the inventions or tools that had previously belonged to Reed Richards had been disassembled and rebuilt as upgrading chambers. The building's 35 large stories were each home to seven chambers, which required only minutes to resurrect imperfect man as perfect Cyberman. The potential output was agreeable.

Turning to face the newly bolstered troops, CyberLeader2 estimated their potential success rate. With the reinforcements called by Mike, the Cybermen had swelled to well over five hundred units. With the Sentinels added to their force, they had sufficient numbers to begin.

"_**Units 39-23 and 39-24 will supervise Sentinels in gathering the humans here. All other units will prepare to receive the populace.**_

"_**Each citizen is compatible for upgrade, until they prove otherwise. Incompatible units will be deleted."**_

As one, the Cybermen turned and stamped toward the enlarged elevator. Their steps resounded throughout the large space as CyberLeader2 pivoted its torso to look at Mike.

"_**You have performed your duties well, Michael Kapowski. You are now compatible."**_

The door to the surgical chamber hissed as it opened. An amber light beckoned toward the human, as the rotating mechanised surgeon chopped its blades, almost impatiently.

"_**You will become like us."**_

Frank Castle, the ruthless vigilante known as The Punisher, crashed through the window of a low building. Luckily, a dumpster broke his fall. Unluckily, it was filled with the rotted remains of his attacker's last meal.

A large black hand, its fingers ending in talon like claws, grasped at the side of the ruined window. A large black head followed. On both sides of the head were two large white eyes that appeared to be painted on. Lower down the corners of the mouth were turned upwards in an evil grin, revealing two rows of exceptionally long, yellowed teeth. Between the gap flicked a long red tongue, dripping green slime and saliva.

A voice called out to the wounded vigilante as he slowly staggered to his feet and hopped over the rim of the dumpster.

"_You shouldn't have interrupted us, Punisher. These men were dealers. And that girl we devoured...she was a hooker. They deserved death. You would have killed them if you had gotten here first!"_

Frank reached into a small, cylindrical trashcan beside him and pulled out a large minigun. Almost surgically, he aimed at the black head which peered out of the shadows and let rip. Hundreds of bullets flew out, the majority of which went wide, however a few struck the target. To no avail.

Where the bullets hit, it seemed like he had shot oil. The surface rippled as the bullet entered, and then opened up and dropped the projectile to the floor.

Castle roared in anger and dropped the large gun.

"DAMMIT BROCK! THE GIRL WAS INNOCENT! SHE WAS BEING BLACKMAILED!"

The head lolled to the side, its tongue retreated into the head and the teeth were partially hidden as he considered.

"_We didn't know...we don't hurt innocents. We defend them."_

The head was silent for a moment. Castle waited patiently, knowing that if the creature attacked again, he probably wouldn't survive.

"C'mon, Brock. Stand down for now. I'll buy you a beer." _Jeez, does the guy even drink? Or eat?_

Frank looked at the head. It belonged to the self-proclaimed "Lethal Protector" of New York. It was Venom. It consisted of a human host, former journalist and loser, Eddie Brock, and an alien creature known as a symbiote.

Brock had encountered the creature shortly after Spider-Man had abandoned it. Believing it to be an alien suit which augmented his powers, the wallcrawler had used it to help fight the good fight. Then he realised what it truly was, and that it was slowly taking over his mind.

Using sonics, he dislodged the creature and returned home, unaware that Eddie had followed him. The alien took Brock's body and Brock, who never really attempted to struggle or stop the joining, learned everything about Spider-Man...and therefore about Peter Parker. Now Venom, as he had christened himself, made it his mission to ruin Spidey's life. However, recently he had seemed to forget his old hatred and concentrated more on his 'protection' of NYC.

The Punisher had seen his family murdered. Shot, in cold blood, by the mob. Full of anger, he decided that those who did this should be reprimanded...punished. Not trusting to the authorities to dish out the necessary sentences, Castle made it his job to punish. Using their own techniques against them, he hunted down the murderers of his family and mutilated them. He then carried on the fight, earning the enmity of the super-powered 'heroes'. They denounced him and his techniques but he didn't care.

_Damn_, thought Castle. _Me an' him aren't so different. We both think the guilty should be punished. 'Cept his definition of guilty changes on an hourly basis._

Castle looked at Venom, who was still silent. He knew that both halves of his mind were debating what it – they – had learned.

"_We are sorry for what we did. But whaddaya gonna do, huh? Move back will ya' P?"_

Castle ran backwards as the being leapt out of the window. Standing in the moonlight, the being was, even to Frank, terrifying.

His head (which was quite small considering the rest of him) sat upon two huge rounded shoulders. These shoulders expanded into huge biceps and a chest that was about half as wide as the Punisher was tall (_An' I ain't a short guy!_). His legs were thick set, bulging obsidian tree trunks. And there on his chest, twitching slightly as though it were alive, was his trademark white widow. The emblem which was the culmination of Spider-Man's memories imprinting on the symbiote.

The hulking, behemoth dropped to all fours and walked towards the end of the alley. He sat back in his heels and turned his head 180 degrees to face The Punisher. His tongue writhed in front of him as he spoke.

"_Now then, P...you said something about a beer?"_

Castle entered a small, grubby bar, approached the counter and ordered two beers. Seconds later, a young man, well built with scruffy blonde hair, entered. He wore a black trenchcoat, black trousers and black shoes.

Frank looked him up and down, then frowned and took a gulp from his bottle.

"Do you know what the word 'inconspicuous' means Eddie?"

Eddie smiled. "Inconspicuous – not prominent or readily noticeable."

Castle rubbed his forehead. "Then why –"

"Because the symbiote's angry that I let you live. So, it'll let me hide but its not changing anything else."

"Maybe you should tell that thing to pi... Hey turn that up!" He gestured at the television impatiently, while the barman sneered and turned away to serve a large man with a thick beard.

"_I don't think you hear too good pal. He said 'Turn – it – UP!"_

The barman, as well as the other customers, screamed and hid behind their tables or ran out. Venom shrugged as a long black tendril grasped the volume knob and rotated it.

A female newscaster (whom Venom described as '_tasty_') was on the screen. Behind her was the image of a huge figure standing in front of a massive pile of rubble.

"Once again, as New York experiences numerous communications blackouts, Sentinels are abducting people off the streets and delivering them to the Baxter Building. Reports also suggest that in all of this conflict the entire current staff of the NYPD are missing, as is the Commissioner. We'll keep you updated for as long as we can."

Punisher turned to the alien beside him.

"Say Venom, how'd you feel about smashing up some giant toasters?"

In response, the villain only grinned wider as his elongated tongue slurped over his face. In a flash, Venom had grabbed The Punisher and leapt straight upwards crashing through the roof. He shot out a webline and began swinging towards the nearest sounds of violence.

The Baxter Building was a hive of activity. Cybermen dragged humans of all ages, of all colours, and of all religions into the upgrading chambers. Each of them emerged pristine, new and, most importantly, unvaried.

A new door had been fitted into one of the walls. It had necessitated the destruction of the second floor of the building; however it allowed the automated hunters to efficiently deposit humans into a secure holding pen until their time came. A voice boomed over the buildings intercoms system, reeling off statistics.

"**Units upgraded now 2,560. Repeat, 2,560 and rising. Sentinel units in operation: 67. **

**Chamber one now open for human upgrading. Chamber two now open for human upgrading. Chamber three now open for human upgrading."**

CyberLeader2 remained in its position on the top floor. Visual sensors peered out over the city, zooming in on certain areas before silently sending Sentinel patrols there.  
It was aware of the approach even before the clanging footsteps could be heard. Turning, it saw a unit approaching.

"**Rogue elements detected. Grid seven-ten-kappa."**

CyberLeader2 turned and looked towards the grid. It performed a quick check and discovered the Sentinel which was in the vicinity. **_"Access Sentinel-xxc04. Open visual link."_**

A small monitor on a desk flickered to life, revealing a screen with a red tint over it. Various data streams ran down the sides of the screen as the Sentinel scanned for human lifeforms.

"_**Override autonomous protocols and execute manual subroutines."**_

"Mutant life signs: confirmed."

Cyclops fired a blast of crimson light at the attacking Sentinel. It struck the robot in the chest, but did nothing. A blur of body hair and bone, Wolverine threw himself at the attackers foot and began climbing up, using his claws to pull himself upwards. The Sentinel used its auto-repair cables to pull Wolverine from its leg and throw him into Cyclops.

"Hey watch it, Specs!"

Cyclops pushed Wolverine aside and fired again.  
Overhead, the clouds suddenly turned black as the sun was hidden behind fast moving clouds. There was a low rumble as a bolt of white light shot down and struck the Sentinel's head. For a second it stood there, as if it didn't acknowledge what had happened. Then it dropped to its knees and exploded.  
Cyclops waved up as Storm descended for the skies. Wolverine paced, retracted his claws and marched to his teammate.

"Whydja do that 'Ro? He was right where I wanted 'im!"

Ororo smiled at him. "I'm sure you did Logan. Still, I'll let you take that one."

Wolverine turned and snarled, his metal claws shooting out of his fists.

"_**Locomotive functions – online. Visual functions – online. Vocal, audio and tactile functions – online. Visual contact –establshed."**_

The Sentinel lurched forward as it landed next to the band of fighters. It looked at them for a moment, before one of the beings, an exceptionally hairy figure, registered in the Sentinel's memory banks as 'Wolverine.' The Sentinel observed the target produce claws from its hands.  
Behind it, another target, Cyclops, fired a blast of energy from his eyes which struck the Sentinel's knee and caused it to fall.  
The final target, Storm, rose into the air as the rain beat down upon the Sentinel. A bolt of lightning to the back caused damage to the main power reactor.

CyberLeader2 closed the connection and turned to the Cyberman.

"_**Unknown lifeforms encountered. Sentinel data streams identify as 'mutants'. They are incompatible for upgrade. Delete."**_

The automated computer broadcast another update. **"Units upgraded now 3,100. Repeat 3,100 and rising. Sentinel units in operation:73."**

CyberLeader2 remained motionless for a moment. The population of New York city was over 8 million. The original plan predicted only 2,000 units would be necessary to upgrade the city. CyberLeader2 had surpassed this. And with the Sentinels in tow, victory was assured.

"_**We now have sufficient numbers to establish an additional Upgrade Facility. Sentinel units xxbo5, bo6 and bo7 will initiate demolition activities in grid one-four-beta. Cybermen 39-50 and 40-01 will supervise construction."**_

The Cyberman turned and marched away as CyberLeader2 began preparing for the mass assault.

Venom sat on the side of a building and watched as three Sentinels suddenly dropped the humans they were carrying and began destroying several buildings.

"Whaddya see Ed?"

Venom looked down and a glob of slime ran down his tongue and plipped on the ground in front of The Punisher. _"It doesn't make sense. They're just smashing stuff and – wait."_

Powerful limbs tensed as Venom launched himself from the wall onto a roof on the other side of the street.

"_It looks like there building it up now. Y'know those cable things they use for fixing themselves? Well, it looks like they're using them to do some quick construction."_

Castle was about to inquire further when he felt his phone vibrate in his coat pocket.

He looked at the screen and put it to his ear.

"Castle...who is this and how'd you get this number?"

An angry voice replied. It was gruff and all too familiar to Castle's ear.

"Cut the crap, Castle. S.H.I.E.L.D communications have been jammed and we can't get any kind of signal into New York."

Frank furrowed his brow. "Then how are you getting to me?"

"We had to connect your number to a European satellite. Then connect to that network and contact you. One of our agents said he had spotted you in a bar...with Eddie Brock."

Frank sighed. "So you're tailing me now?"

"You're a vigilante, Castle. And you are being treated as such. What the hell's going on down there?"

Castle was about to answer when a long black tentacle wrapped around the phone and lifted to the gaping maw that was Venom's mouth. There was a crunch, and then a _ptoo_ as Venom bit the phone and spat it out.

"_No time for Fury, Frank. We need to get over there. NOW!"_

In the bowels of the Baxter Building, four Cybermen located an odd shaped device. Immediately they attempted to check its compatibility.

There was a flash as the device activated.

"**Establishing purpose of device."**

It placed is fist against its chest and activated the machine.

"**Primary function of device is teleportation. This may be used to our advantage."** The unit turned to one of its kind. **"Inform CyberLeader2 of this development."**

CyberLeader2 had gathered all of the idle units in the main hall of the Baxter Building, which had been newly christened Cyber Control. Over the front entrance Sentinels had affixed a large 'C' within a circle and a small duct near its bottom; Cybus Industries logo.  
The units had been gathered in preparation for a coup d'état. The CyberLeader had decided that now was the time to strike. As it began issuing orders, it was contacted via CybusNet, the wireless communications network that flowed between the Cybermen.

"**Unidentified device located in basement. Primary function is teleportation. It is compatible."  
_"Implement necessary modifications to provide mass transportation. This device will be useful when we are ready to spread to other landmasses."_**

Venom and Punisher dashed across the roof of small apartment building. As they neared the edge of the roof, they suddenly realised how little they could do against the Sentinels which still stood several stories higher than them.

Venom's bottom jaw dropped as he prepared to say something when instantly the nearest of the three lumbering robots turned began turning towards them.

"Unknown alien life signs detected. Requesting further instructions."

Both of the diminutive figures stared in amazement as the Sentinel merely stared at them. Then, almost imperceptibly, it lowered its head as if it had received a transmission.

"Confirming identity of alien being. Target: Edward 'Eddie' Brock aka the symbiotic lifeform known as Venom."  
Again the head twitched and the Sentinel bent towards the ground. When it reappeared there was a small figure in its hand. The figure was apparently also a robot, although rather bizarre looking. It stomped of the Sentinel's hand and onto the roof, all the while keeping its blank face on the slobbering brute next to Frank Castle.

After almost a minute, the head turned towards the Punisher.

"**You are Frank Castle. You are classified by S.H.I.E.L.D as a criminal vigilante." The head snapped back to Venom. "You are Edward Brock. You possess an unknown upgrade. You will be analysed."**

The Punisher suddenly threw his hand to his hip and pulled a pistol on the metal figure.

"You're gonna tell us what's going on or we're gonna be seeing just how you react to armour piercing bullets."

The figure took five loud steps forward, snapping its feet together on the last pace.

"**Your threats are unnecessary and empty. The answers you require are not considered classified. We are ensuring humanity's survival."**

"_Umm...isn't that our job Frankie?"_

Frank turned around and pulled Venom a few steps away so they could discuss.

"Listen Ed, I don't know what they're planning with me, but it sounds like they're gonna examine you. Which means dissection."

Castle, removed a small black box from his pocket and showed it to Venom.

"_Oooo! What's that? Some kind of circuit frying thing?"_

Frank smiled and dropped it back into his pocket. "No. It's a sonic generator. You call me Frankie again, and this baby will turn you and your li'l alien buddy to mush."

Venom's tongue flicked out, inches away from the Punisher's grim face. As much as he wanted to, Frank didn't wince. Slowly, an even bigger grin crept over Venom's face. His razor-like teeth suddenly became very prominent, as did the actual gape of his maw.

"_Hrr hrr. I like you Frank. Why were we never pals?"_

"'Cos you're a murdering piece of dirt, that fosters a slightly creepy obsession for a guy in tights. That's why."

"_Says you. You're not exactly the model citizen Punisher. And the whole Parker thing is complicated"_

"What? Did he ask some other creepy alien to the prom instead of you? I hear Captain Marvel does a killer two step and-"

Almost instantaneously, Venom's smile dropped into a snarl and he roared as he towered over the small man. Long black tendrils whipped the air around the Punisher who merely stared into the unmoving white eyes.

"_Just because we said we like you, it doesn't mean we won't eat your brain!"_

Suddenly aware once again of their silent witness, Venom retracted his tendrils and moved closer to Castle._"So what do we do?"_

"What else? We surrender."

Frank turned around and smiled as he raised his hands.

"We give up."


	3. Chapter 3

CyberLeader2 watched as its army marched outwards throughout the city. By the dawn, New York City would be fully upgraded. Sentinel units not engaged in construction duties had already turned their attention away from enforcing the new order to patrolling the borders for any kind of invasion.  
The wish of the now deleted CyberController was at last becoming a reality. Death, disease, poverty, war... all of them will be removed from the system. To the unfeeling, logical mind of CyberLeader2, it was unintelligent for the humans to resist. The removal of weakness, emotion, was nothing compared to the everlasting and painless life which was being asserted upon them.  
A signal alerted the leader that its troops were ready and in position. Turning, it stomped towards the window which offered (what a feeling person would call) a breathtaking view of Times Square. Its legs, hissing and clanging like pistons, stopped once it stood at the window.

**_"I will give the humans the order to surrender."_**

Behind the CyberLeader, a unit began broadcasting. CyberLeader2 turned around and the unit's eyes functioned as cameras.  
All throughout the city television sets switched themselves on. Radios flickered to life and their listeners found that the same message was being broadcast on every frequency. The colossal screens in Times Square displayed a metal face, one that the New Yorkers had grown accustomed to seeing, yet still feared.

**_"This broadcast is for humankind. Cybermen now occupy this city. We have assumed positions along the streets, and Sentinels are monitoring the border and the skies. Your obsolete law enforcement has been upgraded. As has the minimal military presence in this city._**

**_"You are alone._**

**_"But you need not fear. Cybermen will remove fear. Cybermen will remove sex, and class, and colour, and creed. You will become identical._**

**_"You will become like us."_**

Beneath the screen stood rows of Cybermen, still as antiquated suits of armour. As one they turned and marched towards the crowds. They began issuing orders and soon had the citizens in lines marching toward the upgrade facilities. Those among the groups who resisted and lashed out were abruptly terminated, their bodies slowly becoming unrecognisable as Cybermen marched over them unheedingly.

Frank and Venom were stopped at a large doorway. In front of them was a huge metal door, constructed of polished steel. Emblazoned on the door was a large 'C' within a circle. Castle peered out of the corner of his eye and noticed it was the same logo which was pressed on the chest of the Cybermen.  
There was a hiss of air and a jet of steam as the door split in two and receded into the walls. Within the room was one single Cybermen, the handlebars on its head were coloured jet black.  
As they entered their escort stopped at the door and allowed them to enter alone. The Cyberman turned, creating that clang that had begun to gnaw at Venom's mind.

"So, I guess you're in charge, huh?"

The blank face grew larger as the metal figure neared. **_"I have been designated CyberLeader."_**

_"Guess that's a yes then. What are you gonna do with us?"_

The 'Cyber Leader' took two steps closer to Venom. There was a momentary pause as the circular eyes assessed the symbiotic lifeform.

**_"Our data on you was inaccurate. You do not possess an as yet unidentified upgrade. Sensors detect two sets of biochemical signatures."_**

Instantly, their old guards detached themselves from their positions and surrounded Venom. Four of the mechanical monsters stood around him, with their commander in front.

**_"You are incompatible for upgrade. Delete."_**

Before he could react, the Cybermen had placed their hands on Venom's body and flooded him with thousands of volts of electricity. The monster roared in pain. He lashed out with his claws, with tendrils... but to no avail. Within a moment, he dropped to the floor and lay motionless.

His skin rippled, and the symbiote slowly dragged itself away form its deceased host, edging towards Frank.

**_"All reject stock is to be incinerated."_**

The Cybermen pointed their arms at the oily lifeform and blasted it with their lasers. Slowly, the creature evaporated into the air.  
Frank's jaw dropped. Venom was a thief, a murderer, a cannibal...but he had never even been close to death. And know, he was gone. Just like that. He couldn't stand it. He screamed and pulled his pistol out of its holster. Pointing it at the exposed back of the CyberLeader, he began firing.  
CyberLeader2 slowly acknowledged the fact that it was being shot at and spun to face the Punisher. It looked at the weapon in his hand, then at the man's face.

**_"Maximum deletion."  
_**

Fury slammed the phone's handset down, growling as he did so. His face glowed scarlet and a vein in his temple throbbed. The president was so childish sometimes!  
_"I know to deal with it Nicholas ... drop a nuke on them,"_ he had said. _Yeah, and render New York City completely uninhabitable for a few years._ The president would have to be replaced at the next election.  
Fury decided to use his own initiative. He knew who he would call, although they wouldn't like being pulled from their current mission, he had no choice. Calming himself, he reached down and removed a small rubber stud from his belt, one of many, and placed it in his ear.

"Cap, we got a situation."

Tony Stark shot a bolt of condensed energy through the head of the nearest Doombot. Sparks sprayed the air and the stench of ozone filled the throne room. The mechanised monarch crumpled to the floor, its head shooting upward and colliding with the ceiling. He flew vertically up, and launched another beam at another of Victor von Doom's machines.

Behind him, Tony heard another 'bot cry "Feel the wrath of Doom!" It was immediately followed by a powerful voice roaring "FEEL FIST OF HULK!" There was an explosion, and five 'bots went crashing through the wall.  
Tony spun in the air in time to see Spider-Man throw one of the machines into the throne. There was a hiss of electronics, and immediately the Doombots froze on the spot.  
Tony moved towards Spider-Man. When he spoke, a voice modulator rendered his voice unidentifiable so as to keep his identity secret. His team, however, were aware of his other life.

"**How did you figure it out?"**

Spider-Man shrugged and flipped onto the wall. "I didn't. I just threw it and it hit the throne. I'm a lucky guy!"  
As Spider-Man finished talking, Captain America burst through the doors and into Doom's audience chamber. His face was white, his hands hung at his side and his shield was strapped to his back. He stepped forward, and then slowly walked to a huge glass window shaped like the absent king of Latveria.

"**Something wrong, Cap?"** Iron Man approached the leader of the Avengers and placed a hand on his shoulder. **"Cap? Steve?"**

Slowly, Captain America turned and looked into the glowing eyes of Iron Man's suit. His face was frozen, his eyes wide and his lips firmly pursed.

"New York, Tony...New York's been attacked."

Wolverine watched as Cyclops' body dropped to the ground. Limply, it collided with the ground. His arms spiralled around him as he rolled for a moment, finally coming to a halt at Logan's feet.  
As he looked down, Wolverine felt something wet run down his face. Reaching up a gnarled, hairy hand he wiped at the tear which had run past his nose.  
With a cry of grief, rage and pain, Logan shot forward. The mechanised beings in front of him were strong, but their armour was no match for his adamantium claws. He tore through them with ease, growling louder and louder as their bodies fell, groaning, to the floor. Turning, Logan brought his blades whirling through the air and the head of a Cyberman went flying to the side. He leapt upwards and landed on the torso of another. With a howl, he began violently stabbing at the body before flipping backwards and starting on another.  
As a laser bolt grazed his arm, he watched the burnt skin slowly restore itself and wondered, _'How did this happen?'_

_  
_He remembered hiding with Storm and Cyclops in the ruins of a building which had been destroyed by Sentinels. He was asleep...and then they came.  
A large purple and pink arm came smashing through the ceiling, while the blank voice of the Sentinel exclaimed _"Rogue elements detected: deleting."_ It had shot Scott Summers with a stun beam, causing him to fall unconscious before he had even woken up.  
Ororo had fought back. A bolt of lightning shot out of her hands and short circuited the thing, only for another to blast her. Her body floated to the ground slowly, but was intercepted by a Sentinel's hand before it could reach the floor.  
Then the others came. Those robot things, the Cybermen that had been on TV earlier, burst through the wall just as Cyclops woke up again. He flicked his visor and shot the eyes out of the remaining Sentinel before firing at the new guys.  
Wolverine had been eager to fight, and leapt forward, claws glittering in the light. The Cybermen dropped lifelessly to the floor as he cut through them, but Scott's optic blasts did little to them.

"Scott, get out of here. I'll cover your escape" The blades caught a Cybermen through the face. A creamy, milk-white liquid ran out of the holes.

"Don't be stupid, Logan. I can't leave you." He shot at one of the robots. It paused for a moment then began firing again.

"You can't do anything Scott. Just go and save Storm."

Cyclops frowned, and began running away. He climbed the collapsed roof and made towards the hole the Sentinels had created. He made it. Scott leapt across a short gap and began scrambling up towards the light. Slowly, the floor below him began to give way, and Scott panicked. He leapt forward and caused the roof to completely fall apart.  
But he was still safe, and hanging on to a small pipe which jutted form the wall. As he began pulling himself upwards, a single red streak blasted his hand, leaving a smoking stump in its place.

And he fell.

Wolverine threw one of the Cybermen to the side, pushed past another and ran to the wall. Quickly he cut a hole through it and ran off. He needed help, and Nick Fury was gonna make sure he got it.

Pain coursed through Storm's body. Her arms hurt, her legs hurt... heck, it all hurt. She lifted herself forward, and sat back against the cold steel wall behind her. Gradually she opened her eyes.  
A bright light shone on her face, and in front of her stood six completely motionless silhouettes.

"Wh-where am I? Where are Scott and Logan?"

One of the figures began moving towards her. With each step came a thumping hissing sound, like a piston.

**_"You are Ororo Munroe. Confirm? You are Ororo Munroe."_**

Storm blinked through the light and slowly it dawned on her that she was facing the leader of the invaders.

"Yes. And you are?"

The figure remained motionless. **_"Irrelevant. You are a mutant?"_**

Storm nodded and stood up, leaning against the cold, steel wall to prevent herself from falling back down. She didn't understand what was happening, but she knew she wasn't safe.  
Using her powers, she shot a blast of lightning towards the leader of the Cybermen. Surprisingly, the electrical discharge dissipated in the air before her.

**_"We have enclosed you within a secure holding facility while we perform a detailed analysis of your biological components."_**

Ororo noticed a large hologram of her body in the air in front of her. Three Cybermen stood motionless around it, seeming to do nothing, though actually performing various tasks through the use of the CybusNet.

"What are you going to do to me? Are you going to kill me?"

The leader's head moved to the side slightly. **_"Unknown. We have insufficient data on your subspecies. Mutants are currently designated incompatible. Our analysis continues."_ **With that, the leader stomped towards the console and assisted its brethren.

Storm dropped to the floor of her cage, trapped and unable to get out. She began sweating, trembling. She turned and saw the wall slowly moving towards her, as did the others. She was confined here, and her claustrophobia began to set in. She screamed and threw herself at the force-field in front of her – to no avail. She screamed, and cried, and created a small thunderstorm , but the Cybermen acted as though she were invisible.

After a few minutes, they all stiffened as the leader approached her cage. Ororo lay huddled on the floor, crying softly into her arm.

**_"You fear this containment chamber?"_**

Ororo looked up and nodded. Her face was pale, and her eyes sore from crying. She moved towards the back wall, pulling her knees into her chest.

**_"Your fear is irrational. You are completely secured within here."_**

Storm suddenly stood up and threw the last reserves of her strength at the force-field.

"Let...me...OUT!"

Suddenly, the field disappeared and two Cybermen escorted her out of the cell. "What's going on? Why did you let me out?"

The leader stepped behind her and began marching her towards a large flat desk, that looked suspiciously like a hospital bed.

**_"We are removing your fear, Ororo."_**


	4. Chapter 4

Storm lay flat on the metal desk. Her arms, held close to her sides, and her legs had been secured by metal cuffs, and three Cybermen began moving towards her. Their Leader stood behind her head, out of sight, and supervised the procedure.  
"_**The Upgrade was not designed for the mutant subspecies. We predict a 45 percent chance that it will be successful, and a 55 percent chance it will cause irreparable damage to your body."  
**_Storm strained to catch a glimpse of the cyborg, succeeding in only seeing a balled fist held motionless at its side. She watched as the other Cybermen picked up surgical instruments, checked a computer and began moving towards her.  
"What will happen to my powers...afterwards? Will I still be able to-"  
"_**Unknown. We are attempting a manual upgrade so we can record a detailed analysis of your biological components."**_

Anger swelled in Ororo's mind. Wasn't it enough that they were completely changing her? Did they need to remove her powers too? She wouldn't allow it. No one had the right to take her gift away.  
"**Alert. X-Gene activity detected."  
**Storm's eyes glowed white and sparks of lightning flickered out of them. Instantly four bolts of lightning crashed through the windows and struck the Cybermen. Their bodies, overloaded with electricity, began trembling and groaning before collapsing to the floor. Behind her, CyberLeader2's head overloaded, spraying her with a creamy, white liquid.

Metal plates suddenly dropped over the windows and with a hiss the doors opened. Five Cybermen entered the room and stood around her.

"**You are not upgraded."**

Another looked at the bodies on the floor.

"**CyberLeader2 has been terminated."**

Powerful arms grabbed the cuffs on her limbs and pulled them away. Ororo was pulled to her feet and pushed down a corridor towards the elevator.  
"**You will be taken to Chamber 33 for Upgrading."  
**Ororo's eyes widened. "But I destroyed your leader. How can you-"

One of her escorts pushed her into the elevator and joined her. The doors closed and the elevator began descending.  
"**Unit 100-78 has been upgraded. CyberLeader3 will oversee your Upgrade."  
**The elevator came to a jarring stop, and the doors slowly peeled back. Standing in front of her was a figure she was sure she had killed minutes ago. The newest CyberLeader looked at her for a moment before silently signalling her escort to take her to Chamber 33.

"_**The Chamber has been modified and is expected to perform a successful Upgrade on this unit. Her design will not conform with ours, however she will be like us." **_

**_  
_**

Hundreds of Cybermen marched through the streets, ensuring the human citizens of New York complied with their orders. Dissenters and rebels who broke away from the perfectly ordered lines or attacked the Cybermen were immediately 'deleted'. Bodies littered the roads, while those fortunate enough (or smart enough) to comply with the orders they were given marched reluctantly onwards – and towards the ominous looking large factories littered around the city.

As a new line of citizens made their way to their local Upgrade Facility, a large crowd of people emerged from behind several buildings.  
One of them, a young man with dark hair, walked forward and raised a shotgun in his right hand.  
"Why the hell are you all going along with this? This is our home, and your just walking on in there like lambs to the slaughter. Stand up for yourselves."

The Cybermen instantly stopped and formed a line between the new crowd and the citizens they were taking to be upgraded.

**"Return to your homes and await your allocated period for Upgrade. Refusal to comply will result in your deletion."**  
The man stepped closer. "Yeah? Delete this!" With that he pointed the shotgun at the Cybermen and began firing wildly. He laughed and jeered as he called for his comrades to help him...then he realised that they hadn't moved. In front of him, the Cybermen stood motionless with flattened bullets at their feet.  
As one they pointed their weapons at the crowd.  
**"Rogue elements detected. Delete."**

As it prepared to fire, a bizarre looking substance suddenly affixed to its chest. It was white and riddled with gaps and oddly sticky.  
The Cybermen looked down at it. **"Unknown adhesive scleroprotein."  
**Beside him, another unit suddenly found himself surrounded by flames. **"External temperature rising."**

To the left of the first Cybermen came something round spinning through the air. As it neared, it became easier to distinguish a series of alternating red and white rings with a white star in the centre. The disc severed the arms of three Cybermen before wheeling towards the roof of a nearby building.

A gloved blue arm calmly reached upwards and caught the shield, before lowering it.

From the crowd below came a gasp, and a young boy, no older than eight years old, quietly whispered "Yeah!"

A mass of silhouettes stood atop the building, and immediately they ran forward. Iron Man and the Human Torch flew forward, while Mr Fantastic lowered his wife and himself to the ground. The Thing leapt off the building, cracking the ground as he landed, along with Captain America, and the amazing Spider-Man swept across the sky.

From behind the heroes, a bulky shadow leapt upwards, and landed with a crash among the Cybermen. A huge green giant began roaring as Cybermen were effortlessly thrown aside.


	5. Chapter 5

"**HULK SMASH!!!"**

The Incredible Hulk, pulsing with radioactive energy and a demented rage, tore three Cybermen in half and then dashed the remains at the others. He leapt high into the air and crashed into the ground, sending scores of the robotic invaders flying backwards through the air. Spider-Man leapt between them, pummelling with his powerful fists and yanking them into walls with his webs. Captain America charged into them and brought his shield down on their heads. The Fantastic Four used their unique talents to crowd the Cybermen together and quickly dispose of them.

But despite the attacks, the Cybermen kept on coming. Thousands of them marched towards the grouped heroes, arms raised and a rain of laser bolts cut the air between the forces. An endless silver swarm relentlessly stomping towards the heroes who were (with the exception of the Hulk) beginning to tire.

Iron-Man flitted through the air and discharged a column of energy at a group of Cybermen before dropping down to the ground and engaging them hand to hand. They were strong, stronger even than his custom built armour, but they lacked any real technological marvels. They had offensive weaponry but that was it. His helmet detected no advanced power sources, no technology that was reminiscent of anything alien... they were entirely Earth tech. Beside him a large ball of crimson light appeared and slowly faded away, a tall man in a long, red cape in it's place.

Doctor Strange gestured and two snakes made of light appeared and used their large tails to swat the Cybermen away.

"You must listen to me, Tony. These beings are not robots. I sense the presence of a mind within them... _a human mind!_"

Tony stopped in midair, his repulsor jets keeping him suspended. **"They're... they're alive? But we've been smashing them, blasting them and – oh God! We must have killed dozens of them!"**

Strange shook his head. "You and the others have destroyed dozens, but the Hulk has completely lost control. His toll is in the hundreds. I cannot reach his mind... and he is still fighting."

Iron-Man tapped his wrist and opened a channel to the others who fought beside him. **"You have to stop attacking the robots!" **Instantly a chorus of "ARE YOU CRAZY TONY!" echoed in his helmet (as well as a witty comeback from Spider-Man).

"**I know it sounds crazy, but these things are human. Or at least they used to be. Strange is here and says he can explain better, but we need to get Hulk out of here. He's massacring living beings!"**

Despite the threat to the world, the Avengers had sworn oaths that they would never take a life. Just because they were metahumans, they didn't have the right over life and death... no matter what the circumstances.

Suddenly the Cybermen stopped firing and reformed their ranks. Silence swallowed the streets as innocent eyes stared out of windows or sewers or any of the other dark places they could find. Then there was the sound of two immensely loud clangs as the Cybermen turned in perfect time, opening a perfect corridor which led right to the main doors of the Baxter Building.

They swung open and a small figure began walking down. Each step was accompanied by a lighter clanging as well as a soft hiss and a whine. Its surface was perfect silver and it's head was rounded. The face was as blank as the faces of the other Cybermen; however the antenna was smaller and was placed behind the back of the head. The figure was definitely female as the 'breasts' were covered by the large 'C' each Cyberman bore on its chest.

It stopped at the front ranks of the Cybermen and looked over each hero, before stopping on Tony Stark.

"_**You are Tony Stark, aka Iron-Man. You are Cyberform. You will come with me immediately."**_

Iron-Man stepped forward and pointed his hand at the figure in front of him.

"**And if I don't?"**

The chrome head tilted slightly. **_"This response was anticipated. I have been authorised to delete your companions should you refuse."_**

The figure stepped forward and a raised both of its arms to its side.

"**Who are you?"**

"**_We are human.2."_** Again the figure was silent and lowered its arms. **_"That is incorrect. We have re-designated mutantkind as human.2, we may not use that designation. We are called Cybermen."_**

Tony stepped forward and lowered his voice. **"Mutants? What have they got to do with this? Are you a mutant?"**

"_**I am Cyberfo-"**_

"**No, I mean who _were_ you?"**

The silver figure paused for a moment. Its surface was completely different from that of the other Cybermen. While they wore armour of dull steel, this figure was coated in a metal that was clearly valuable. Iron-Man's sensors detected traces of platinum and adamantium on it's surface.

"_**This unit is designated X-1. This brain was taken from an evolved human designated Munroe, Ororo, aka Storm."**_

Spider-Man dropped beside Iron-Man and stood looking at her in shock. "Storm? It can't be you. That's impossible."

"_**Her brain and genetic material have been transplanted into this body."**_

The webslinger stepped towards her and seemed to be caught midway between holding her shoulder and punching her.

"Storm, how did this happen?"

Immediately the figure stiffened and lifted its arms above its head.

"_**This discourse is no longer necessary. Tony Stark, you will proceed now."**_

Tony reactivated his weapons and said in a voice that shook more than it should have, **"Like hell I will."**

Tony watched his targeting reticule flit over the figure's (_No, Storm's) _outline, picking out key points that should, based on the limited data he had acquired, incapacitate her.  
He prepared to fire and as he activated the weapon, his HUD flickered then whited out completely. Static filled his vision before being replaced with a large 'C' and the words '**_Cybus Industries – Upgrade your world_**'. He felt his suit lurch then his foot moved forward, followed by the next. He heard Spider-Man cry out, asking him what he was doing. But he didn't know! The suit seemed to be moving on its own.

"_**We will take the armour and use Tony Stark's discoveries to further Upgrade our designs."**_

Tony's jets fired and propelled him upwards, and out of the corner of his eye he saw Storm drifting beside him.

Within minutes he had stopped and once more hovered in the sky. He heard his suit's voice say in its patient voice, _"Activating anti-stealth measures."_

Tony, helpless, in his armour could do nothing but wonder what they needed the anti-stealth for. The only thing in this vicinity with stealth protocols was..._ The Helicarrier!._  
In the sky before him, the air shimmered and danced as the Helicarrier, the mobile base for S.H.I.E.L.D became visible.

Miles below, within the Baxter Building, CyberLeader3 activated its broadband signal. 

"**_X-1 - sitrep."_**

"_**Helicarrier located. Transmitting coordinates... ... upload complete."**_

CyberLeader3 accessed the coordinates and immediately sent them to the teleporter control team.

"_**Begin teleportation."**_

The Avengers prepared to renew their fight, and as the car the Hulk had lobbed at the Cybermen approached the steel beings... they vanished. Reed Richards, who knew exactly what was in the basement of the Baxter Building, had guessed what had happened.

"The transporter. They used my transporter. But it was never designed for such large numbers."

Spider-Man turned towards him. "I guess they upgraded that too, huh? But where do you think they went?"

Doctor Strange levitated cross legged in the air and slowly pointed upwards. "They are there."

The Helicarrier already bore signs of combat. Smoke drifted behind it and even from the ground fire could be seen. Most terrifying of all though was the sky. It was black, and a furious wind was already beginning to blow. And throughout the brewing of the storm, lightning, thunder and rain began to assault the streets of New York.

Captain America swung his shield onto his back and said softly, "I guess it really was Storm." As if in response to his statement, a bolt of lightning crashed into the side of the Helicarrier and sent it reeling through the sky. Within minutes the air shimmered in three spots beside the Helicarrier as S.H.I.E.L.D reinforcements arrived. Three more Helicarriers pointed their weapons at the attacked vessel and prepared to fire. The sky was suddenly alive with activity, as large humanoid figures flew upwards. The Sentinels, under orders from CyberLeader3, had come to assist in the takeover of the S.H.I.E.L.D facilities. They landed on the massive airships and proceeded to blast the personnel. After 10 minutes, Fury's carrier had stopped moving; after 30, two of the others had; and after 45 minutes the fourth had crashed into a densely populated areaof New York, killing thousands.

But the Avengers didn't see that. Once the Cybermen had disappeared, Richards had led them back to the Baxter Building... And once inside several of them had been violently sick. Blood, limbs, heads, torsos and entrails littered the areas that had been used for Upgrading. Entire corpses with metal eyes, or wires running through their necks and lungs lay motionless on the floor, obviously failed Upgrades.

Richards led the Fantastic Four to the basement so they could deactivate the teleporter while the others went to the pinnacle of the Building. Outside, Strange had begun meditating with the Hulk in an attempt to calm him down.

Upstairs in a heavily modified laboratory were the motionless corpses of several Cybermen with scorch marks on their chests. The windows were barricaded with metal and an operating table lay empty in the centre of the room.

Captain America and the Vision began looking through the computers for anything of interest, while Spider-Man examined the corpse of a Cyberman. This one was different from the others, bearing black antenna instead of the standard silver. Something moved on one of those antennae, the black colouring twitching slightly. Two white eyes suddenly peered upward at him, and an oily liquid slithered slowly, painfully, towards him.

"WHOOOA!"

Cap and Vision leapt over and watched the small, dark thing reaching for Spider-Man. Captain America looked at it closely and said, "Is that what – _who_ – I think it is?"

Spider-Man nodded. "Its... sorta... Venom. But without Eddie." He moved his head closer and said, "Where's Eddie?"

In response the symbiote twitched, reared upwards and lay still.

"He's dead?"

Suddenly the lifeform shot upwards and wrapped itself over Peter's mask. It desperately tried to bond with him, reaching thin tendrils over his head but instead it dropped pathetically back to the ground.

Behind them Vision commented, _"The symbiote is dying. It must bond with a host to supply it with strength but, ironically, it does not have the strength to bond with anyone."_

Spider-Man looked at it, feeling sort of like someone who knew his dog was dying. The symbiote had caused a lot of trouble for him, ruined his life and threatened his family. But looking at it now, he couldn't help but feel sorry for it. He pulled off his glove and extended his hand toward it. Feebly, it reached up and wrapped over the bare skin. It covered half of his hand, before stopping.

"Okay. I'll carry you for a while, but once your strong enough you have to leave okay?"


	6. Chapter 6

Reed fiddled with several knobs on the side of his transporter. His neck reached around the device and examined its power supply while his hand wrapped itself around a small pylon. Beside him Susan was tapping a keyboard attached to a large monitor. Ben and Johnny stood at the doors to the elevator and mounted guard... just in case.  
After a few minutes Reed sighed and activated his transmitter. "Steve do you receive me?"  
After a burst of static a voice sounded from the small device. "This is Cap. What have you got for me, Richards?"

"Well the device has been linked directly to the power grid, so I can't just turn it off. And those metal men have added an entirely new type of encryption to the programming. I don't even know where to start with it. Could you send Spider-Man down to give me a hand?"

"Negative on that, Reed. Spider-Man has got his own problems right now. We found the Venom symbiote up here... but Eddie Brock was killed. The symbiote was barely alive and Spidey had to bond with it just to keep it alive."

The room suddenly lit up as computers came online and the transporter glowed with a white light. The soft hum of electricity filled the room as Reed ran to the elevator. "Everyone out! NOW!"

"Report Reed!"

Richards peered through the elevator doors as they sealed and saw six identical figures begin to take shape. "They're coming back, Cap!"

Captain America, Spider-Man and the Vision moved into a standard defence position. Each of them faced outwards with their backs together. Presently the room filled with light as nine Cybermen materialised. Spider-Man leapt to the ceiling. "Vision get these windows open." The robot drifted to the consoles and began tapping at them furiously.  
"_I am unable to break the encryption codes... however."_ His hand became ghostly and reached into the consoles prompting it to spit sparks upwards as the window coverings withdrew. The Cybermen, fully formed, faced the robot.

"**You possess superior technology. You will surrender to us."**

Captain America ran to Vision's side and raised his shield. "Like hell, he will. Spidey, can you get us out of here?"

Spider-Man flipped to the floor and grabbed Captain America by the shoulders, then flung him out of the window. He curtsied to the Cybermen before jumping after him. The Vision remained however.

"_I cannot allow this attack to continue. This world is my home, and you seek only to destroy it."_

One of the Cybermen stepped forward, its black handlebars bobbing as it walked.

"_**This planet will not be destroyed, it will be Upgraded."**_

"_But this 'Upgrade' will result in the deaths of thousands."_

"_**They are inferior. They must be deleted. You are superior. You will be taken for analysis."**_

"_I will not surrender to you, nor will I give you access to my systems."_

CyberLeader3 stepped forward, his weapon ejecting from its slot and pointing at the Vision.

"_**If we cannot access your technology you are of no use. Delete him."**_

As bolts of red energy approached him the Vision became translucent and drifted through the floor. As his head disappeared CyberLeader3's hand entered and administered an electric shock. The effect was instant, and the Vision roared in pain as his body solidified through the floor, leaving his head decapitated.

"_**The Helicarrier possesses suitable facilities for examining this being. Take him."**_

"**Yes Leader."**

"_**The Upgrade will continue. Cybermen have been transported to their former locations and will supervise the humans in their Upgrade. We have delayed long enough."**_

  
A perfectly ordered line of Cybermen stomped through Queens, their metallic footsteps the herald of doom for the inhabitants. WIth perfect synchronicity they stopped outside a small residential district and turned to the houses. One of them stepped forward and increased the volume of it's mouthpiece.

"**Grid 12-xc... your allocated period for Upgrading has come. Proceed."**

No one left their homes. The Cybermen stood and waited silently for ten minutes, before once more speaking to the citizens.

**"Grid 12-xc... your allocated period for Upgrading has come. Further delay will result in immediate deletion."**

Still none of the doors opened, none of the windows rattled and the streets remained empty of humans. A shadow crawled slowly over the ground, before stopping directly above the designated grid. The Cyberman clanged its fist to its chest and said, **"Helicarrier 01, proceed with deletion."**

The sky erupted with noise and fire as streams of bullets and missiles flew downward from the belly of the vessel. Within a short time, the grid had been obliterated, not one stone left on top of the other.

The Cyberman contacted the CybusNet and updated the itinerary. The deletion of grid 12-xc meant things had moved faster for them. Assured it had performed its task diligently, it turned and led its fellows toward the next grid on their agenda.

"**Grid 12-xd... your allocated period for Upgrading has come. Proceed."**

This time everyone left. Doors flew open and the humans emerged, both immature and mature, and walked towards the Cybermen. The Cybermen broke formation and began assisting the humans in forming an orderly line. Once it was done, they took positions around them and began marching toward the Upgrading Facility. A female suddenly cried out and ran up to one of the Cybermen, presenting her infant offspring.

"Please don't hurt my baby. I'll co-operate but don't hurt her!"

The Cyberman turned and examined the infant.

"**This child is currently incompatible. She will be placed in a Maturation Chamber with other newborns until she is suitable."**

Its left hand reached out and grabbed the child by the cloth on its neck as the woman screamed and cried. She threw herself at the Cyberman, clawing at her child and screaming "Give her back. You're hurting her!"

The Cyberman stepped backwards and shielded the child from its manic parent. **"This female engages in hostile action. Restrain."**

The woman suddenly found four steel hands dragging her to the line that had formed along the street. She was thrust between her neighbours and ordered to proceed. She marched on, tears in her eyes as the Cyberman holding her child disappeared in a flash of light.

Another shadow moved between the houses, a smaller shadow. As it stepped into the light it took a more solid form. Its hair rose into two spikes, almost like animal ears. The face was hard and the snarling mouth held a cigar between bared teeth. The figure was crouched forward, the strong arms at its side ending in three sharp, metal claw. The man roared and leapt onto the chest of the nearest Cyberman. Within seconds his claws had shredded its chest into ribbons. The Cybermen nearby immediately stomped to face him and raised their weapons.

"**Mutant 'Logan' detected. Deleting."**

Logan leapt over the weapons fire and landed on the back of a Cyberman. He sunk his claws in deep as a white liquid squirted from the wounds and the Cyberman fell to the ground. He flipped forwards and severed the heads of two others. As he brought his arm up to deal with another, one of the red bolts caught his hand. Another struck his face and another, his chest. He roared in pain and dropped to the floor.

"**Rouge element deleted. Proceed with the Upgrade."**

The Cybermen turned back to the waiting humans who had looked on in hope as Logan intervened, then sadness when he had died.

Slowly however, Logan put a hand on the ground and moved his leg to the side. He sat up and rubbed his head as he felt his body regenerating slowly.

"rgh... That all ya'... all ya' got?"

The Cybermen turned instantly and prepared their weapons.

**"This one possesses unknown abilities."**  
**"But he remains a hostile element."  
"****He must be deleted."**

Logan turned an apologetic look to the people, snarled and ran off leaving them to the merciless Cybermen. One of the metal men stomped towards the woman who had lost her baby and placed a hand on her arm. **"Proceed." **In an orderly line the humans walked towards the hastily constructed building before them, its doors wide open like the jaws of a predator. They looked uneasily at the Cybermen beside them and knew they looked at their future.


	7. Chapter 7

The city formerly known as New York had fallen in no time at all. Its heroes had been forced to retreat, its people had been Upgraded and its own defences had been used by the enemy. The once buzzing streets and roads, filled with thousands of people going to work, visiting lovers and escorting children were now filled with perfectly ordered lines of tall beings clad all in dull steel. They marched through the city in perfect step with on another, no unit falling out of rhythm. The huge screens in Times Square that had once boasted such logos as "Always Coca-Cola" were now replaced with a large 'C' within a circle, the moniker of the Cybermen. From the ashes of the City So Nice They Named It Twice emerged the Cybermen's base of operations. A towering metropolis of brick and steel and glass. This is no longer New York City, this is City001 – population approximately four million... all Upgraded. Many of the natives in this city had not complied with the order to Upgrade, and they had been Deleted with extreme prejudice. Those who complied were those who patrolled the streets now, as other patrolled streets throughout the rest of the Americas. And all along, the Cybermen made their plans to expand outwards and bring the Ultimate Upgrade to citizens across the world.

High overhead the Helicarriers drifted almost serenely through the sky, their aerial grace belying the true power each of them wielded. The Carrier that had formerly been under the command of Colonel Nicholas Fury, who was now designated 997-398, had been renovated, Upgraded and redesignated Cyber Control. From this location the CyberLeader looked down on the pristine city. The Cybermen had not had enough time to perfect it, but certain parts of it had become visions of the future. Soho was now the centre of activity, its shabby, inferior brick buildings demolished and in their place towering steel skyscrapers built to a geometrically perfect design. The lumbering figures of the Sentinels plodded slowly through the streets, each automated hunter attuned to the biosignature of humans and seeking out any who had escaped the Upgrade.

And it was in this city, close to the Baxter Building, that a furious battle was taking place. Masses of Cybermen were facing a lumbering, green figure that shrugged off their attacks as though they were merely insect bites. The attacker roared and slammed a fist the size of a lorry tyre into the ground. The Cybermen let out a cry that sounded like an out of tune radio and fell to the ground. Instantly the attacker leapt upwards and brought tonnes of muscle crashing on top of them.

"Hey Hulk. Take it easy on them. Don't forger they were once people too."

Captain America ducked behind his shield as he ran towards his own attackers. He jumped forwards and brought his shield crashing into the weapon of a Cyberman. He dodged its grasping hand which was capable of delivering lethal amounts of electricity into a body upon contact, and knocked its head off.

While all this was happening something strange was occurring nearby. In the alleyway between two buildings, from which had emerged the twenty Cybermen pioneers that had conquered this world, there was an odd sound. A grinding whirr, rising and falling as though pulsing, echoed through the alley as a bright light flashed in time with the sound. A shape began to form, a large blue box, upon which the words 'Police Box' were emblazoned in large white block capitals. Seconds later the sound and light stopped and the police box remained there, motionless. The door slid open and a tall man with dark brown hair stepped out. He wore a long brown trenchoat, a blue pinstripe suit and a pair of battered sneakers. He raised an eyebrow as he looked up at the buildings around him, the pinnacle of the Empire State Building tickling the sky in the distance.

"New York... no matter which Earth you visit there's always a New York. Wonder if they have hot dogs?"

The man stepped away from the box and looked hard at the side of one of the buildings. He reached into his coat and pulled out a small cylindrical device which bleeped and lit up with a blue light as he pointed it at the bricks. He remained still for a moment before opening the door to the box once more.  
The box was a conundrum. Outwardly it was no taller than a regular telephone box, but inside it was huge. The immediate room was the about the same size as several kitchens and at the back a stairwell led upwards to more rooms, and down into a wardrobe big enough to hold the costumes for a Broadway production. The room the man entered had a large console in its centre, and the entire room was bathed in a soft light. The console was attached to a large column that extended to the high ceiling.  
The man tapped at a computer monitor, activated a camera and spoke into it. His voice was pleasant to listen to and laced with an obvious English accent.

"Okey dokey. I located another Breach caused by the Dalek Sphere. It led to 'a' New York City, though _exactly_ where this New York is I don't know. I **am** going to fix the puncture... but not until I find a decent hot dog."

He left the box once more and strolled onto the street with his hands in his pockets. He stood at the edge of the alleyway and looked upward at the sun. The star's light glinted off a huge metal skyscraper in the distance as the man raised an eyebrow in curiosity.

All of a sudden he heard the telltale sound of fighting. An explosion resounded through the streets, smoke billowed upwards and what sounded like an animal roaring in pain. Without thinking he was rushing towards the sound, reaching for his trusty screwdriver and preparing for whatever he had to fa-

The only sign of the person who grabbed him was the _whoosh_ of air as he passed. The man felt something grab the front of his suit and lift him off the ground. Then both of them were somehow flying through the air. He looked at the hand which was jet black with a white square on its back. He followed it up an equally dark arm to a chest which bore something resembling a large white spider. Then he looked at the face and gasped in shock. Two large white eyes stared back at him above a large grinning mouth full of sharp, yellow teeth and a long, wet tongue.

Within seconds they had landed back in the alleyway the man had emerged from. His 'kidnapper' stood in front of him and snarled, **"What the hell are you doing in the streets? Get back to Strange's mansion now!"**

The man stared at him for a moment in complete shock before answering. "What's going on? What was that shooting?"

"**What do you mean 'what's going on'? We're at war that's what. Now I suggest you get back. NOW!"**

The figure pointed its hand at the top of the building and shot a webline to it before swinging up to the roof. The man looked after him in shock for a moment before nodding to himself and mumbling, "He's probably right. I should just seal the Breach and not get involved. Don't get involved!"

He placed a hand on the box's door, pushed it open and moved to the console. He tapped furiously at it as the same whirring, pulsing sound began to increase in volume. As the sound grew he sat on the floor and leaned on the console. His hands tapped on his knees as he stared silently at the wall. The man quickly raised his head upwards and screamed in frustration. "AAARRGHH! I have to get involved! I **always **have to get involved!


	8. Chapter 8

Spider-Man twirled elegantly through the air, his long tongue trailing behind him. He had bonded fully with the alien symbiote now and taken Eddie Brock's place as its host. He had initially refused it, worried what it would to his mind and the strain it would put on his private life. But those worries had been forgotten the day he had been confronted by a Cyberman born from his wife Mary-Jane Parker. He had stared in shock at the woman he loved, now imprisoned within a metal body and incapable of feeling emotion.

Peter Parker landed softly on the roof of a small convenience store and slumped to the ground. How long had it been since he slept? Or ate? The battle had been waging for months now, America had all but fallen to the overwhelming might of the Cybermen. Nuclear strikes were reprogrammed by the Cybermen before the missiles had even left their silos, chemical weapons were completely ineffective and ground assaults did nothing but provide the Cybermen with more soldiers for their ever-expanding army.

The survivors in New York had been kept safe. Dr Strange had opened portals throughout the city connected with his Sanctum Sanctorum and teleported them to his impenetrable, sorcerous fortress.

The large mouth peeled back and revealed the man within; tired, hungry, sweating and with a thin beard growing on his chin. Peter leaned against a wall and slowly drooped to the ground, his head sunk into his chest and tears streaming from his eyes.

_I'm sorry MJ... Aunt May... I failed you all._

A hand gently shook his shoulder and he looked up into the face of the man he had seconds ago left in the alleyway.

"What the- How'd you get up here?"

The man pointed his thumb over his shoulder where Peter saw the blue telephone box sitting behind him as though it was always supposed to be there.

"Spaceship. I'm The Doctor, is there anything I can do to help?"

Peter eyed the man suspiciously. "Doctor? Doctor who?"

The man shrugged and hoisted him up. "Its just 'The Doctor', thanks. And you are?"

"Peter. Peter Parker. Formerly known as the Amazing Spider-Man."

The man, or the Doctor, squinted at him. "Spider-Man? What's that then?"

Peter shrugged and laughed softly. For the first time in a long time, he had met someone who had no idea who he was. "Superhero extraordinaire."

"Oh... I'm sure that makes more sense to you." The Doctor turned and walked back to his box, calling back "Well, are you coming Peter? Or Man-Spider, or whoever you are."

Peter looked around in confusion and something within him compelled him to follow this strange man. His spider sense detected no danger around him so he ran after him and into what he had assumed to be a small box.  
His eyes widened as he looked around at the large interior. He ran out and circled the box, then walked inside again.

"Whoa! How is this possible?"

The Doctor looked up from a console, a small pair of glasses over his nose. "Hm? Oh nothing extraordinary. Its just a standard Gallifreyan chameleon circuit running through a telepathic perception filter. Its broken though."

Peter looked from left to right and said simply, "Oh." He pointed upwards and shot a web to the high ceiling, flipped and hung upside down.

"But how is it bigger on the inside? I mean it sounds like the 'chameleon circuit' hides it, but how does it solve the problem of area and mass?"

The Doctor spun on his heel and marched towards Spider-Man, his eyebrows furrowed. He stood in front of him and peered at him over the tops of his glasses. He then smiled and turned back to the console.

"Your quite smart aren't you Spidey? I... I had this friend who never even questioned the science behind it."

The Doctor's eyes seemed to cloud and he stared hard at the console, perhaps seeing something else in its place.

"She would just march through the door without ever wondering _how_. She was so... carefree, so happy."

Peter remained silent for a moment, unconsciously aware that this was a tender subject for the Doctor. "What was her name?"

The Doctor sniffed and shrugged. "Its not important. What's important is sorting out this little 'war' you mentioned. Get off the ceiling and come help!"

Following the Doctor's instructions, Spider-Man held levers and pushed buttons as the ship whined and groaned. He remained still on the floor, with thanks to his adhesive feet, while the Doctor was thrown from wall to wall. Then it stopped and the Doctor slowly stood up rubbing his head. He asked how Peter had managed to stay still and when told he had merely replied, "That's handy. Now that, **that** is very handy."

He removed the cylindrical device from his coat and placed it in his pocket before flinging his coat to a hook. He flung the door open and was instantly thrown backwards by the force of a large explosion. He got up off the floor and ran out followed closely by Spider-Man who swung out of the wide open doors.  
They arrived to see a large green man throw something over his shoulder. It landed heavily on the floor and its impact caused another man dressed in red, white and blue to duck behind a similarly coloured shield with a star in its front.

"Geez Hulk watch out! That could still blow."

The Hulk snorted and dropped to the ground. He sat calmly down as he picked up a hot dog cart and munched at it. He roared in happiness as Spider-Man rounded the corner, followed closely by the Doctor.

"**Spidey-Man back!"**

Hulk ran toward him and offered him a large handful of crushed hot dogs. As hungry as he was, Peter declined and led the Doctor to Captain America.

"Hey Cap, this is the Doctor... that's all I know about him. Oh yeah! He's got a spaceship."

"And he has two hearts," someone called from behind. A man dressed in a red jumpsuit with a red mask on his face and two small horns on his head dropped to the ground. "I hear them clearly. Its quite a very unusual sound."

The Doctor looked from Cap to this new interloper, then to four other people who wore blue jumpsuits with a four on the chest. One of these seemed to be made of orange rock, and another was on fire.

"Is this some sort of costume convention? Cause I don't have one. Oh, but I've got a sonic screwdriver."

One of the four in blue stepped towards the Doctor. He was a tall man with brown hair, patches of grey on the sides of his head.

"A sonic screwdriver? May I see it?"

Before the Doctor could reply the man in red motioned for silence. Cap ran to his side and whispered, "What is it Matt?"

"They're coming back Steve. There's a hell of a lot of them. I have to get back to the Kitchen. There are survivors that need protecting."

Steve nodded and wished his friend good luck as Matt leapt onto a lamppost, swung around it and flipped up to a rooftop. The Doctor ran forward to Steve's side, his screwdriver in hand. "Who is it? Whose coming?"

Steve turned tired eyes to him then looked away. "Excuse me Doctor but you should leave. We can handle them."

"Listen to me, I can help. Trust me. Who is it your at war wi-"

He stopped mid-sentence and listened. A sound had begun to echo through the empty streets, a sound that slowly got louder and approached with unfaltering rhythm; a sound that he recognised but couldn't place.

"What is that? What's going on? WHO ARE YOU FIGHTING?!"

Before anyone could answer him, there was a blinding flash of light in the middle of them and thirteen figures materialised before him. He stared in awe at them, sure his eyes were playing tricks on him.  
They stood as still as statues as they looked at the gathered heroes, and each of their black eyes stopped on the Doctor's face. Below the circular eyes was a thin mouth, and below that a large metal torso, stamped onto which was a large 'C' within a circle.

"Impossible. That's just... impossible!"

High overhead within the heart of Cyber Control, CyberLeader3 stood motionless as it monitored communications from across the American landmass. Instantly it was moving. Alarms wailed throughout the aerial base and red lights illuminated the formerly dark corridors. CyberLeader3 looked upwards as a warning materialised into the air above him.

**Threat Category 10: Humanoid anomaly known as '**_**The Doctor**_**'.  
Responsible for Destruction of Primary Upgrading facility - Februrary 2007.  
Responsible for Deletion of the Lumic-Unit Controller.  
Subject is to be deleted or captured. Priority one.**

The Cybermen in the room instantly stomped slowly to face a dark figure seated on a mass of writhing wires. Two round lights were situated below another, which revealed a pink brain floating in a transparent liquid.The lights looked upwards into the warning before lowering and pointing at the CyberLeader. The Leader stomped towards the figure as a hiss of coolant steam jetted out from the figures neck. A voice echoed throughout the room from speakers built into the walls of the Helicarrier.

"_**He must not be allowed to interfere with the Upgrade. Delete him."**_

CyberLeader3 looked into the lights and replied in its flat, dull voice, _**"Yes Controller."**_


	9. Chapter 9

The Doctor turned to the right, then to the left, and finally spun in a complete circle. His eyes were wide, and his forehead was now dotted with tiny beads of sweat. His hearts raced in his chest and his face paled. These were Cybus Industries finest product and somehow they had found their way out of their universe, out of his universe and here, where they appeared to have easily conquered the inhabitants.

"This is... impossible, just impossible. How did you get here?"

The Cybermen remained silent and motionless, weapons primed. From the barrel of their weapons a soft, red light began to glow as they prepared to fire.

"**Delete."**

The heroes and the Doctor dropped to the ground as the Cybermen fired.  
For a moment the Doctor remained quiet, eyes squeezed shut in preparation for the coming pain... but it never came. He stood up and opened his eyes and saw the Cybermen looking at their weapons in a sort of blank confusion.

"**Perform scan on functionality of offensive systems."**  
"**All units register full functionality."**  
"**That is impossible. Logically fully functioning weapons would operate normally, yet ours do not. Therefore there must be a malfunction."**  
"**All units register full functionality."**

The Doctor watched the Cybermen for a moment, listening to their words. He studied their faces and noted all the subtle changes from the Cybus-men he remembered. Their facial design had been altered, giving them a semblance of aggression. Eyes turned inward at an angle, and a mouth shaped in a scowl. Their armour had also been heavily modified, strengthened and reinforced.  
Suddenly the Cybermen screamed in pain. Their hands grabbed at their antennae and they dropped to their knees. The encircling Cybermen were suddenly surrounded in golden light before crumbling to dust on the ground.  
Spider-Man scratched his head and spun his long tongue. "Um, what just happened?"

"I happened."

Above them a figure soared low towards them, a figure that shone in the sunlight and was made of solid silver and stood on a board of the same silver. Reed Richards smiled and stretched towards the approaching figure. "Norrin! I'm happy to see you well. Although I wish it were in better circumstances."  
The Silver Surfer smiled at the elastic scientist. "And I am happy to see you Reed Richards. I am happy to see all of you so well." Silver eyes rested on the figure in the brown trenchcoat who stared back at him with an odd look in his eye.

"Greetings. My name is-"

"The Silver Surfer."

Norrin nodded. "Yes. Have we met?"

The Doctor slowly approached the Surfer and stopped barely centimetres from him. His eyes met those of the Surfer, the Surfer who was a step away from omnipotence, without a trace of fear.

"You destroyed my home, my family... everything I held dear."

The Surfer stepped back as though he had been struck. "I... That's impossible."

"No, it isn't. You came to Gallifrey, you summoned that thing you call 'Master' and you stood by and let it... You let that disgusting, corruption of nature feed on my home. The burnt orange skies, the crimson grass, silver leafed trees, the Silken Falcon... all gone. You let that _thing_ feast on the Shining World of the Seven Systems."

Mr Fantastic placed a hand on the Doctor's shoulder and pulled him back a few steps. "There must be a mistake Doctor. Firstly, the Surfer hasn't been employed as a Herald of Galactus for years. Secondly, the Surfer is native to this universe. How could he have crossed?"

The Doctor, his eyes still on the Surfer, growled a single word. A word that caused the Surfer to drop to his knees in realisation.

_"Daleks."_

The Surfer placed his head in his hands and began shaking his head. "He is correct. Forgive me."

Captain America helped him up. "Norrin, get a hold of yourself. We're at war."

"We were at war when he helped destroyed Gallifrey. At war with the Daleks. And we were winning. Then the Dalek Emperor captured the Cruciform. He took it, corrupted its programming and used it to tear a rip into another universe as a means of retreating from the Time Vortex. And through that hole, that one tiny hole in an infinite universe full of billions, upon trillions, upon gajillions of beings... **you** came through."

The Surfer's head drooped and his body heaved with silent sobs.

"I was searching, seeking. Galactus required sustenance and I, His faithful Herald, had to find it. I felt the tear in space and investigated. I thought that, perhaps, I had found a new way of nourishing Him. A way which wouldn't demand so much death and destruction. So I journeyed closer and closer until I entered your universe. I journeyed for many weeks, my Master's mind questing to find me and reminding me constantly of His insatiable hunger. So I sought food for Him. I was approached by something, something I know now as a Dalek. After hearing my tale it directed me to Gallifrey, swore to me that it was uninhabited and rich in life. So I set out for it."

The Doctor was calmer now, his initial anger had abated somewhat as time passed. "We detected you approaching. You passed straight through the planetary defences as though they weren't there. The Quantum Force Field faded as you approached and the Transduction Barrier shattered the second you touched it. You entered our atmosphere and that was the beginning of the end."

"I soared close to the ground and was shocked to see such beauty. It was clear to me that the Dalek had lied, and this world was indeed home to life. And such life! I journeyed across the entire surface of your world, Doctor. I examined all animals, plants, sea-life... it was all so uniquely beautiful. Then I entered your city. I attempted to communicate with your leaders, but before I could meet any of your species you attacked me."

"We assumed you were a new type of Roboman, a Dalek creation. No being has ever penetrated Gallifrey as easily as you had. We were at war for the sake of the entire Universe, so we had no time to second guess ourselves. All Battle TARDISes were launched and ground forces tried to shoot you down."

"Once the attack started I thought that your race did not deserve to live. I am not a killer, and I dislike the taking of life. So when your people attacked me, before I could warn them to evacuate their home, I decided not to warn you. Instead I sent the summons, and Galactus came."

All the heroes suddenly recalled the fateful day Galactus had appeared over their own skies. The giant figure had planned to turn their world into a full three course meal but was stopped when Mr Fantastic threatened him with a device capable of destroying Him, and the rest of the Universe.

The Doctor paused for a moment and placed his glasses in his pocket.

"We had never seen anything like him before. He arrived in minutes and instantly his machines, tubes and pipes entered our world and began turning into a food source. We threw everything we had at him but it did nothing. He didn't even notice the attacks. We launched all of our Temporal Disruptors at him, weapons capable of erasing entire Solar Systems... and he didn't even notice them. The President announced a full evacuation and we all got into our ships and left Gallifrey, a dead world. And while we watched from orbit as our world died, the entire Dalek Empire attacked. They emerged from hyperspace and demanded we surrender and yield to Dalek supremacy. We were beaten... but I saw a way out. A longshot. If it worked it would destroy the entire Dalek fleet, as well as the Time Lord evacuation. But I had no choice, I couldn't allow the Daleks to survive. I couldn't!  
I took my TARDIS into the Eye of Harmony which was dying. I reversed the polarity of the neutron flow and caused the artificial Black Hole to expand outwards. And everything burned, the Daleks, the Time Lords, and Gallifrey. Everything. Burned... except me."

Norrin Radd moved closer to the Doctor and placed a hand on his shoulder. "I too know the pain of being alone Doctor. I am sorry for my actions and the pain I have caused to you. I swear to you that should I ever find a way of somehow making up for what I have done, I will do it. No matter what it requires of me."

The Doctor looked at the ground for a moment, and then nodded slowly. As he opened his mouth to speak he became aware of the monotonous sound of the approaching Cybermen. Spider-Man laughed uncomfortably, "Let's be going now." Hulk snorted and smashed his enormous fists together. **"Hulk no leave. Hulk strongest one there is."**

Captain America patted the Hulk slowly, "No Hulk, we have to get back to Strange's mansion and make sure everyone's safe."

The Doctor moved forward slowly, "Excuse me? No, nowhere's safe from the Cybermen. Haven't you figured that out yet? How long did it take them to take control? Years? Months? _Weeks_?"

Richards frowned and looked at Captain America. "He's right Steve. The mansion is nothing but a temporary safehouse."

"Right. We need to do something now. The Cybermen know me, and if they know I'm here they're going to be sending everything they have here."

As if in response several sonic booms sounded overhead and the silhouettes of several Sentinels flew rapidly towards the group.

Cap stepped forward. "With all due respect Doctor, this is our world. You may be ready to charge in fighting, but we have a responsibility to the people. They have to stay safe."

"I understand Captain, but..."

"The matter's closed. We're going to the Sanctum and then we're going to round up more survivors."

Spider-Man walked to the Doctor's side. "Steve, I've already lost everyone who matters to me. There's nothing left for me, so I'm going with the Doctor."

"I too will accompany the Doctor. After the pain I have caused him, it is the least I can do. Besides I will be able to scout the city faster. Perhaps I can find their base of operations."

Captain America shook hands with Spider-Man, then with Silver Surfer and finally saluted the Doctor.

"Doctor I don't know who you are, and frankly I don't care. If you can stop these Cybermen we will all owe you everything."

"I'll do my best Captain. And good luck. It's rare in my universe to see people who are so dedicated to good. Most people will only consider helping if there's something in it for them. You're a credit to your species."

Captain America smiled and placed his shield on his back. "Whenever you're ready Strange." The heroes were each consumed by a glowing, red light which dragged them soaring backwards through the sky.

After they had left the Doctor removed his sonic screwdriver from his pocket and began scanning the city. Seconds later he deactivated it in frustration. "I can't locate Cyber Control. There's too much interference from all the other Cybus buildings in the city."

Spider-Man jumped to the top of a lamp post and hung from its light. "So what now Doc?"

The Doctor thought for a minute, recalling his past encounters with his own Cybermen, which he was shocked to see Lumic's Cybermen had slowly began to mirror. The computer-like 'Cybusmen' were slowly becoming the cold, ruthless, logic driven beings that had originated on Mondas and spread across the universe like an organ harvesting plague.

"Well the Cybermen can't breed. So, logically speaking of course, they'd have to keep a supply of humans penned in. A supply that they will breed, and grow, and then convert, like mechanically processed cattle. The farms will be generating most of the interference and it'll take too long to go around shutting them all down, no matter how sick we find it."

"Then what do you suggest Doctor. It will be difficult to find this 'Cyber Control' without any help."

The Doctor wasn't paying attention to the Surfer. His eyes were locked on something high overhead, something which resembled the airships of 'Pete's World'.

"These Cybermen - their creator was an arrogant, genius who believed his 'children' were the future of mankind. So if they stay true to their programming they'd be looking down on us... most likely from one of them."

Spider-Man and the Surfer turned upwards where the skies were dark with Helicarriers. They soared seemingly slowly through the sky with a grace that belied their deadliness.

"That's where we'll find the CyberLeader, and that's where we'll end this."


End file.
